CABLE TV FUND 11-D LTD, 10-K, 1996-04-01

CABLE TV FUND 11-D LTD
10-K, 1996-04-01
RADIOTELEPHONE COMMUNICATIONS

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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to _____________

Commission file number: 0-13171

CABLE TV FUND 11-D, LTD.
------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-0917842
-------- ----------
(State of Organization) (IRS Employer Identification No.)

(303) 792-3111
P.O. Box 3309, Englewood, Colorado 80155-3309 --------------
- --------------------------------------------- (Registrant's telephone
(Address of principal executive office and Zip Code) no. including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Interests

Indicate by check mark whether the registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

Yes x No
------- -------

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
-----------

DOCUMENTS INCORPORATED BY REFERENCE: None

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PART I.

ITEM 1. BUSINESS

THE PARTNERSHIP. Cable TV Fund 11-D, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 11 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund
11-B, Ltd. ("Fund 11-B") and Cable TV Fund 11-C, Ltd. ("Fund 11-C") are the
other partnerships that were formed pursuant to the Program. The Partnership,
Fund 11-A, Fund 11-B and Fund 11-D formed a general partnership known as Cable
TV Joint Fund 11 (the "Venture") in which the Partnership owns an 47 percent
interest, Fund 11-A owns an 18 percent interest, Fund 11-B owns an 8 percent
interest and Fund 11-C owns a 27 percent interest. The Partnership and the
Venture were formed for the purpose of acquiring and operating cable television
systems.

The Partnership does not directly own any cable television systems.
The Partnership's only asset is its 47 percent ownership interest in the
Venture, and the Venture's only asset is the cable television system serving
subscribers in Manitowoc, Wisconsin (the "Manitowoc System").

PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM. On September 5,
1995, the Venture entered into an asset purchase agreement pursuant to which it
agreed to sell the Manitowoc System to the General Partner for a sales price of
$15,735,667, subject to normal working capital closing adjustments. This sales
price represents the average of three separate independent appraisals of the
fair market value of the Manitowoc System obtained by the General Partner, and
it was the only bid tendered in a public bidding process for the Manitowoc
System. The General Partner has assigned its rights and obligations under the
asset purchase agreement to Jones Cable Holdings, Inc. ("JCH"), a wholly owned
subsidiary of the General Partner. The sale of the Manitowoc System is subject
to a number of conditions, including approval of the transaction by the
holders of a majority of the limited partnership interests in each of the four
partnerships that comprise the Venture and approvals from governmental
authorities and other third parties necessary to the transfer of the Manitowoc
System to JCH. If all conditions precedent to JCH's obligation to close are
not eventually satisfied or waived, JCH's obligation to purchase the Manitowoc
System will terminate on September 30, 1996.

In order to sell the Manitowoc System, the Venture must obtain the
consent of the City of Manitowoc and third parties with whom the Venture has
contracts related to the Manitowoc System, such as pole attachment agreements
or other service agreements, to the transfer thereof. The Venture was
unsuccessful in its efforts to sell the Manitowoc System in June 1990, at the
time of the Venture's sale of its remaining Wisconsin cable television systems,
due to the refusal of the City of Manitowoc to consent to the transfer of the
system's franchise. Negotiations with the City of Manitowoc with respect to
the renewal and transfer of the Manitowoc System's franchise are continuing,
and the Manitowoc System currently is being operated pursuant to a temporary
extension of the franchise's term. The General Partner hopes that the City
ultimately will agree to the renewal and transfer of the franchise and that the
City will not take any action that will prevent the closing of the sale of the
Manitowoc System, but given the current status of the Venture's negotiations
with the City there can be no assurance that the sale will occur as planned.

The General Partner intends to conduct votes of the limited partners
of each of the four partnerships that comprise the Venture to seek their
approval of the Manitowoc System's sale. Because the limited partners of each
of the four partnerships that comprise the Venture previously approved the
sale of the Manitowoc System in 1990 only to have such sale frustrated by the
refusal by the City of Manitowoc to consent to the transfer of the Manitowoc
System's franchise, the General Partner believes it prudent to conduct the
votes of the limited partners

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only after the City of Manitowoc consents to the transfer of the franchise. As
discussed above, there can be no assurance that the City will consent to the
transfer of the Manitowoc System's franchise to JCH.

If the proposed sale of the Manitowoc System is closed, the Venture
will pay all of its indebtedness, which totaled $55,175 at December 31, 1995,
including the $45,258 owed to the General Partner, and then the net sale
proceeds and the Venture's cash on hand, which total $18,420,800, will be
distributed to the four constituent partnerships of the Venture in proportion
to their ownership interests in the Venture. The Partnership accordingly will
receive 47 percent of such proceeds, estimated to total approximately
$8,637,300. Because limited partners have already received distributions in an
amount in excess of the capital initially contributed to the Partnership by the
limited partners, the Partnership's portion of the net proceeds from the
Manitowoc System's sale will be distributed 75 percent to the limited partners
and 25 percent to the General Partner. Based upon pro forma financial
information as of December 31, 1995, as a result of the Manitowoc System's
sale, the limited partners of the Partnership, as a group, will receive
approximately $6,478,000 and the General Partner will receive approximately
$2,159,300. Limited partners will receive $130 for each $500 limited
partnership interest, or $259 for each $1,000 invested in the Partnership, from
the Partnership's portion of the net proceeds of the Manitowoc System's sale.
Once the Partnership has completed the distribution of its portion of the net
proceeds from the sale of the Manitowoc System, limited partners of the
Partnership will have received a total of $1,110 for each $500 limited
partnership interest, or $2,220 for each $1,000 invested in the Partnership,
taking into account the prior distribution to limited partners made in 1990.
After the Partnership distributes its portion of the proceeds from the sale of
the Manitowoc System to its partners, the Partnership will be dissolved and
liquidated.

Although it previously was announced that the General Partner
intended to acquire and then transfer the Manitowoc System to Time Warner
Entertainment Company, L.P. ("Time Warner") as part of a larger exchange of
cable television systems between the General Partner and Time Warner, the
General Partner and Time Warner have agreed to exclude the Manitowoc System
from that exchange.

CABLE TELEVISION SERVICES. The Manitowoc System offers to its
subscribers various types of programming, which include basic service, tier
service, premium service, pay-per-view programs and packages including several
of these services at combined rates.

Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites.
Basic service also usually includes programs originated locally by the system,
which may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or
entertainment nature. FM radio signals are also frequently distributed to
subscribers as part of the basic service.

The Manitowoc System offers tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The
Manitowoc System also offers a package that includes the basic service channels
and the tier services.

The Manitowoc System also offers premium services to its subscribers,
which consist of feature films, sporting events and other special features that
are presented without commercial interruption. The cable television operators
buy premium programming from suppliers such as HBO, Showtime, Cinemax or others
at a cost based on the number of subscribers the cable operator serves.
Premium service programming usually is significantly more expensive than the
basic service or tier service programming, and consequently cable operators
price premium service separately when sold to subscribers.

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The Manitowoc System also offers to subscribers pay-per-view
programming. Pay-per-view is a service that allows subscribers to receive
single programs, frequently consisting of motion pictures that have recently
completed their theatrical exhibitions and major sporting events, and to pay
for such service on a program-by-program basis.

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Manitowoc System. At December
31, 1995, the Manitowoc System's monthly basic service rate was $11.08, the
monthly basic and tier ("basic plus") service rate was $20.66 and the monthly
premium services ranged from $4.97 to $9.95 per premium service. In addition,
the Venture earns revenues from pay-per-view programs and advertising fees.
Related charges may include a nonrecurring installation fee that ranges from
$6.10 to $35.00; however, from time to time the Manitowoc System has followed
the common industry practice of reducing or waiving the installation fee during
promotional periods. Commercial subscribers such as hotels, motels and
hospitals are charged a nonrecurring connection fee that usually covers the
cost of installation. Except under the terms of certain contracts with
commercial subscribers and residential apartment and condominium complexes, the
subscribers are free to discontinue the service at any time without penalty.
For the year ended December 31, 1995, of the total fees received by the
Manitowoc System, basic service and tier service fees accounted for
approximately 71% of total revenues, premium service fees accounted for
approximately 17% of total revenues, pay-per-view fees were approximately 1% of
total revenues, advertising fees were approximately 7% of total revenues and
the remaining 4% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Venture is dependent upon the
timely receipt of service fees to provide for maintenance and replacement of
plant and equipment, current operating expenses and other costs of the
Manitowoc System.

FRANCHISES. The Venture holds one franchise for the City of
Manitowoc, which technically has expired. Negotiations between the Venture and
the City of Manitowoc with respect to the renewal of the Manitowoc System's
franchise are continuing, and the Manitowoc System currently is being operated
pursuant to a temporary extension of the franchise's term. The General Partner
hopes that the City soon will agree to the renewal of the franchise, but given
the current status of negotiations with the City, there can be no assurance of
this. If the current franchise is not renewed, the General Partner, on the
Venture's behalf, will avail itself of all remedies and recourse granted to
cable operators under federal and applicable state and local laws in order to
preserve the Venture's right to provide cable services in the City of
Manitowoc. The Venture also would seek the return of the $1,850,000, plus
interest, that the Venture deposited with the City of Manitowoc in connection
with the settlement of the Venture's lawsuit against the City. The settlement
agreement provides for the return of this amount to the Venture if the City
fails to renew the franchise.

COMPETITION. Cable television systems currently experience
competition from several sources. A potential source of significant
competition is Direct Broadcast Satellite ("DBS") services that use video
compression technology to increase channel capacity and provide packages of
movies, network and other program services that are competitive with those of
cable television systems. Two companies offering DBS services began operations
in 1994, and two other companies offering DBS service recently began
operations. In addition, a joint venture has won the right to provide a DBS
service through a FCC spectrum auction. Not all subscribers terminate cable
television service upon acquiring a DBS system. The General Partner has
observed that a number of DBS subscribers also elect to subscribe to cable
television service in order to obtain the greatest variety of programming on
multiple television sets, including local video services programming not
available through DBS service.

Although neither the Venture nor the General Partner has yet
encountered competition from a telephone company providing video services as a
cable operator or video dialtone operator, it is anticipated that the cable
television systems owned or managed by the General Partner will face such
competition in the near future. Legislation recently enacted into law will
make it possible for companies with considerable resources to enter the
business. For example, in February 1996, one of the regional Bell operating
companies entered into an agreement to acquire the nation's third largest cable
television company. In addition, several telephone companies have begun
seeking cable television franchises from local governmental authorities as a
consequence of litigation that

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successfully challenged the constitutionality of the cable television/telephone
company cross-ownership rules. The General Partner cannot predict at this time
when and to what extent telephone companies will provide cable television
service within service areas in competition with cable television systems owned
or managed by the General Partner. The General Partner is aware of the
following imminent competition from telephone companies: Ameritech, one of the
seven regional Bell operating companies, which provides telephone service in a
multi-state region including Illinois, has just obtained a franchise that will
allow it to provide cable television service in Naperville, Illinois, a
community currently served by a cable system owned by another one of the public
limited partnerships managed by the General Partner. Chesapeake and Potomac
Telephone Company of Virginia and Bell Atlantic Video Service Company, both
subsidiaries of Bell Atlantic, another of the regional Bell operating
companies, have announced their intention to build a cable television system in
Alexandria, Virginia in competition with a cable television system owned by the
General Partner. Bell Atlantic is preparing for the operation of a
telecommunications and video business in northern Virginia, including the
Alexandria metropolitan area. The FCC has granted GTE Virginia's application
for authority to construct, operate, own and maintain video dialtone facilities
in northern Virginia, including in the service area of a cable television
system owned by the General Partner. To date, GTE has not begun construction
of a video distribution system. The entry of telephone companies as direct
competitors could adversely affect the profitability and market value of the
General Partner's owned and managed systems.

Additional competition is present from several sources, including the
following: Master Antenna Television and Satellite Master Antenna Television
systems that serve multi-unit dwellings such as condominiums, apartment
complexes, motels, hotels and private residential communities; private cable
television/telephonic companies that have secured exclusive contracts to
provide video and telephony services to multi-unit dwellings and similar
complexes; and multichannel, multipoint distribution service ("MMDS") systems,
commonly called wireless cable which generally focus on providing service to
residents of rural areas. In addition, the FCC has established a new wireless
telecommunications service known as Personal Communications Service ("PCS")
that would provide portable non-vehicular mobile communications services
similar to that available from cellular telephone companies, but at a lower
cost. Several cable television multiple system operators hold or have
requested experimental licenses from the FCC to test PCS technology.

REGULATION AND LEGISLATION. The cable industry is regulated under the
Telecommunications Act of 1996 (the "1996 Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and the Cable
Communications Policy Act of 1984 (the "1984 Cable Act") and the regulations
implementing these statutes. The Federal Communications Commission (the "FCC")
has promulgated regulations covering such areas as the registration of cable
television systems and other communications businesses, carriage of television
broadcast programming, consumer education and lockbox enforcement, origination
cablecasting and sponsorship identification, children's programming, the
regulation of basic cable and cable programming service rates in areas where
cable television systems are not subject to effective competition, signal
leakage and frequency use, technical performance, maintenance of various
records, equal employment opportunity, and antenna structure notification,
marking and lighting. In addition, cable operators periodically are required
to file various informational reports with the FCC. The FCC has the authority
to enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of administrative
sanctions, such as the revocation of FCC licenses needed to operate certain
transmission facilities often used in connection with cable operations. State
or local franchising authorities, as applicable, also have the right to enforce
various regulations, impose fines or sanctions, issue orders or seek revocation
subject to the limitations imposed upon such franchising authorities by
federal, state and local laws and regulations. Several states have assumed
regulatory jurisdiction of the cable television industry, and it is anticipated
that other states will do so in the future. To the extent the cable television
industry begins providing telephone service, additional state regulations will
be applied to the cable television industry. Cable television operations are
subject to local regulation insofar as systems operate under franchises granted
by local authorities.

The following is a summary of federal laws and regulations materially
affecting the cable television industry, and a description of state and local
laws with which the cable industry must comply.

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Telecommunications Act of 1996. The 1996 Act, which became law on
February 28, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
effective March 31, 1999 and the cable programming service tier of small cable
operators (those that provide service to 50,000 or fewer subscribers) effective
immediately. The 1996 Act also revised the procedures for filing a cable
programming service tier rate complaint and adds a new effective competition
test.

The most far-reaching changes in the communications business will
result from the telephony provisions of the 1996 Act. The statute expressly
preempts any legal barriers to competition in the local telephone business that
previously existed in state and local laws and regulations. Many of these
barriers had been lifted by state actions over the last few years, but the 1996
Act completes the task. The 1996 Act also establishes new requirements for
maintaining and enhancing universal telephone service and new obligations for
telecommunications providers to maintain privacy of customer information. The
1996 Act establishes uniform requirements and standards for entry, competitive
carrier interconnection and unbundling of LEC monopoly services.

The 1996 Act repealed the cable television/telephone cross-ownership
ban adopted in the 1984 Cable Act. The federal cross-ownership ban was
particularly important to the cable industry because telephone companies
already own certain facilities such as poles, ducts and associated rights of
way. While this ban had been overturned by several courts, formal removal of
the ban ended the last legal constraints on telephone company plans to enter
the cable market. Under the 1996 Act, telephone companies in their capacity as
common carriers now may lease capacity to others to provide cable television
service. Telephone companies have the option of providing video service as
cable operators or through "open video systems" ("OVS"), a regulatory regime
that may provide more flexibility than traditional cable service. The 1996 Act
exempts OVS operators from many of the regulatory obligations that currently
apply to cable operators, such as rate regulation and franchise fees, although
other requirements are still applicable. OVS operators, although not subject
to franchise fees as defined by the 1992 Cable Act, are subject to fees charged
by local franchising authorities or other governmental entities in lieu of
franchise fees. (Under certain circumstances, cable operators also will be
able to offer service through open video systems.) In addition, the 1996 Act
eliminated the requirement that telephone companies file Section 214
applications (applications to provide video dialtone services) with the FCC
before providing video service. This limits the opportunity of cable operators
to mount challenges at the FCC regarding telephone company entry into the video
market. The 1996 Act also contains restrictions on buying out incumbent cable
operators in a telephone company's service area, especially in suburban and
urban markets.

Other parts of the 1996 Act also will affect cable operators. Under
the 1996 Act, the FCC is required to revise the current pole attachment rate
formula. This revision will result in an increase in the rates paid by
entities, including cable operators, that provide telecommunication services.
The rates will be phased in after a five-year period. (Cable operators that
provide only cable services will be unaffected.) Under the V-chip provisions
of the 1996 Act, cable operators and other video providers are required to pass
along any program rating information that programmers include in video signals.
Cable operators also are subject to new scrambling requirements for sexually
explicit programming, and cable operators that provide Internet access or other
online services are subject to the new indecency limitations for computer
services. In addition, cable operators that provide Internet access or other
online services are subject to the new indecency limitations for computer
services,

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although these provisions already have been challenged in court. These
provisions already have been challenged, and the courts have preliminarily
enjoined the enforcement of these content-based provisions.

Under the 1996 Act, a franchising authority may not require a cable
operator to provide telecommunications services or facilities, other than an
institutional network, as a condition to a grant, renewal or transfer of a
cable franchise, and franchising authorities are preempted from regulating
telecommunications services provided by cable operators and from requiring
cable operators to obtain a franchise to provide such services. The 1996 Act
also repealed the 1992 Cable Act's anti-trafficking provision, which generally
required the holding of cable television systems for three years.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC shortly
will be undertaking numerous rulemaking proceedings to interpret and implement
the 1996 Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership.

Cable Television Consumer Protection and Competition Act of 1992. The
1992 Cable Act, which became effective on December 4, 1992, caused significant
changes to the regulatory environment in which the cable television industry
operates. The 1992 Cable Act generally mandated a greater degree of regulation
of the cable television industry. Under the 1992 Cable Act's definition of
effective competition, nearly all cable television systems in the United
States, including those owned and managed by the General Partner, became
subject to rate regulation of basic cable services. In addition, the 1992
Cable Act allowed the FCC to regulate rates for non-basic service tiers other
than premium services in response to complaints filed by franchising
authorities and/or cable subscribers. In April 1993, the FCC adopted
regulations governing rates for basic and non-basic services. The FCC's rules
became effective on September 1, 1993. In compliance with these rules, the
General Partner on behalf of the Venture reduced rates charged for certain
regulated services in the Manitowoc System effective September 1, 1993.

On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory scheme
with respect to rates. The FCC's new regulations generally required rate
reductions, absent a successful cost-of-service showing, of 17 percent of
September 30, 1992 rates, adjusted for inflation, channel modifications,
equipment costs, and increases in programming costs. Further rate reductions
for cable systems whose rates are below the revised benchmark levels, as well
as reductions that would require operators to reduce rates below benchmark
levels in order to achieve a 17 percent rate reduction, were held in abeyance
pending completion of cable system cost studies. The FCC recently requested
some of these "low price" systems to complete cost study questionnaires. After
review of these questionnaires, the FCC could decide to permanently defer any
further rate reductions, or require the additional 7 percent rate roll back for
some or all of these systems. The FCC has also adopted its proposed upgrade
methodology by which operators would be permitted to recover the costs of
upgrading their plant.

After analyzing the effects of the two methods of rate regulation, the
Venture complied with the new benchmark regulations and further reduced rates
in the Manitowoc System.

On November 10, 1994, the FCC also announced a revision to its
regulations governing the manner in which cable operators may charge
subscribers for new cable programming services. In addition to the present
formula for calculating the permissible rate for new services, the FCC
instituted a three-year flat fee mark-up plan for charges relating to new
channels of cable programming services. Commencing on January 1, 1995, cable
system operators may charge for new channels of cable programming services
added after May 14, 1994 at a rate of up to 20 cents per channel, but may not
make adjustments to monthly rates totaling more than $1.20 plus an additional
30 cents for programming license fees per subscriber over the first two years
of the three-year period for these new services. Operators may charge an
additional 20 cents in the third year only for channels added in that year plus
the costs for the programming. Operators electing to use the 20 cent per
channel adjustment may not also take a 7.5 percent mark-up on programming cost
increases, which is permitted under the FCC's current rate regulations. The
FCC has requested further comment as to whether cable operators should continue
to receive the 7.5 percent mark-up on increases in license fees on existing
programming services.

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The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price the NPT as they elect
so long as, among other conditions, other channels that are subject to rate
regulation are priced in conformity with applicable regulations and operators
do not remove programming services from existing tiers and offer them on the
NPT.

In September 1995, the FCC authorized a new, alternative method of
implementing rate adjustments which will allow cable operators to increase
rates for programming annually on the basis of projected increases in external
costs (inflation, costs for programming, franchise-related obligations and
changes in the number of regulated channels) rather than on the basis of cost
increases incurred in the preceding calendar quarter. Operators that elect not
to recover all of their accrued external costs and inflation pass-throughs each
year may recover them (with interest) in subsequent years.

In December 1995, the FCC adopted final cost-of-service rate
regulations requiring, among other things, cable operators to exclude 34
percent of system acquisition costs related to intangible and tangible assets
used to provide regulated services. The FCC also reaffirmed the industry-wide
11.25 percent after tax rate of return on an operator's allowable rate base,
but initiated a further rulemaking in which it proposes to use an operator's
actual debt cost and capital structure to determine an operator's cost of
capital or rate of return. After a rate has been set pursuant to a
cost-of-service showing, rate increases for regulated services are indexed for
inflation, and operators are permitted to increase rates in response to
increases in costs beyond their control, such as taxes and increased
programming costs.

The United States Court of Appeals for the District of Columbia
Circuit recently upheld the FCC's rate regulations implemented pursuant to the
1992 Cable Act, but ruled that the FCC impermissibly failed to permit cable
operators to adjust rates for certain cost increases incurred during the period
between the date the 1992 Cable Act was passed through the initial date of rate
regulation. The FCC has not yet implemented the court's ruling.

There have been several lawsuits filed by cable operators and
programmers in federal court challenging various aspects of the 1992 Cable Act
including its provisions relating to mandatory broadcast signal carriage,
retransmission consent, access to cable programming, rate regulations,
commercial leased channels and public access channels. On April 8, 1993, a
three-judge federal district court panel issued a decision upholding the
constitutionality of the mandatory signal carriage requirements of the 1992
Cable Act. That decision was appealed directly to the United States Supreme
Court. The United States Supreme Court vacated the lower court decision on
June 27, 1994 and remanded the case to the district court for further
development of a factual record. On December 12, 1995, the three-judge federal
district court again upheld the must-carry rules' validity. This decision has
been appealed to the United States Supreme Court.

In 1993, a federal district court upheld provisions of the 1992 Cable
Act concerning rate regulation, retransmission consent, restrictions on
vertically integrated cable television operators and programmers, mandatory
carriage of programming on commercial leased channels and public, educational
and governmental access channels and the exemption for municipalities from
civil damage liability arising out of local regulation of cable services. The
1992 Cable Act's provisions providing for multiple ownership limits for cable
operators and advance notice of free previews for certain programming services
have been found unconstitutional and these decisions have been appealed. The
FCC's regulations relating to the carriage of indecent programming, which were
recently upheld by the United States Court of Appeals for the District of
Columbia, have been appealed to the United States Supreme Court.

Franchising. The responsibility for franchising or other
authorization of cable television systems is left to state and local
authorities. There are, however, several provisions in the 1984 Cable Act that
govern the terms and conditions under which cable television systems provide
service. These include uniform standards and policies that are applicable to
cable television operators seeking renewal of a cable television franchise.
The procedures established provide for a formal renewal process should the
franchising authority and the cable television operator decline to use an
informal procedure. A franchising authority unable to make a preliminary

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determination to renew a franchise is required to hold a hearing in which the
operator has the right to participate. In the event a determination is made
not to renew the franchise at the conclusion of the hearing, the franchising
authority must provide the operator with a written decision stating the
specific reasons for non-renewal. Generally, the franchising authority can
finally decide not to renew a franchise only if it finds that the cable
operator has not substantially complied with the material terms of the present
franchise, has not provided reasonable service in light of the community's
needs, does not have the financial, legal or technical ability to provide the
services being proposed for the future, or has not presented a reasonable
proposal for future service. A final decision of non-renewal by the
franchising authority is appealable in court.

A provision of the 1996 Act preempts franchising authorities from
regulating telecommunications services provided by cable operators and from
requiring cable operators to obtain a franchise to provide such services. A
franchising authority may not require a cable operator to provide
telecommunications services or facilities, other than an institutional network,
as a condition to a grant, renewal or transfer of a cable franchise.

GENERAL. The Venture's business consists of providing cable
television services to a large number of customers, the loss of any one of
which would have no material effect on the Venture's business. The Manitowoc
System has had some subscribers who later terminated the service. Terminations
occur primarily because people move to another home or to another city. In
other cases, people terminate on a seasonal basis or because they no longer can
afford or are dissatisfied with the service. The amount of past due accounts
in the Manitowoc System is not significant. The General Partner's policy with
regard to past due accounts is basically one of disconnecting service before a
past due account becomes material.

The Venture does not depend to any material extent on the availability
of raw materials; it carries no significant amounts of inventory and it has no
material backlog of customer orders. Neither the Venture nor the Partnership
has any employees because all properties are managed by employees of the
General Partner. The General Partner has engaged in research and development
activities relating to the provision of new services but the amount of the
Venture's funds expended for such research and development has never been
material.

Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment
or otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Venture.

ITEM 2. PROPERTIES

The Manitowoc System was acquired by the Venture in April 1984. The
following sets forth (i) the monthly basic plus service rates charged to
subscribers and (ii) the number of basic subscribers and pay units for the
Manitowoc System. The monthly basic service rates set forth herein represent
the basic service rate charged to the majority of the subscribers within the
Manitowoc System. In cable television systems, basic subscribers can subscribe
to more than one pay TV service. Thus, the total number of pay services
subscribed to by basic subscribers are called pay units. As of December 31,
1995, the Manitowoc System operated cable plant passing approximately 16,000
homes, representing an approximate 71% penetration rate. Figures for numbers
of subscribers and homes passed are compiled from the General Partner's records
and may be subject to adjustments.

<TABLE>
<CAPTION>
MANITOWOC SYSTEM At December 31,
---------------- -----------------------------------------------------
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Monthly basic plus service rate $20.66 $19.86 $21.95
Basic subscribers 11,436 10,834 9,768
Pay units 7,726 7,091 5,296
</TABLE>

9
<PAGE> 10
ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS

While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. As of February 15, 1996, the number of equity security
holders in the Partnership was 4,005.

10
<PAGE> 11

Item 6. Selected Financial Data

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------------------
Cable TV Fund 11-D, Ltd.* 1995 1994 1993 1992 1991
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Net Income 212,839 174,985 115,601 152,648 214,713
Net Income
per Limited
Partnership Unit 4.21 3.46 2.29 3.02 4.25
Weighted Average
Number of Limited
Partnership Units
Outstanding 50,000 50,000 50,000 50,000 50,000
General Partner's
Deficit (174,782) (176,910) (178,660) (179,816) (181,342)
Limited Partners'
Capital 2,886,846 2,676,135 2,502,900 2,388,455 2,237,333
Total Assets 2,712,064 2,499,225 2,324,240 2,208,639 2,055,991
Debt - - - - -
General Partner
Advances - - - - -
</TABLE>

* Activity in Cable TV Fund 11-D, Ltd. is limited to its 47 percent equity
interest in Cable TV Joint Fund 11. See selected financial data for Cable
TV Joint Fund 11.

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------------------
Cable TV Joint Fund 11 1995 1994 1993 1992 1991
- ---------------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $3,632,675 $3,296,103 $3,292,675 $3,244,023 $3,019,516
Depreciation and
Amortization 545,237 522,593 517,441 499,110 481,071
Operating Income 296,393 309,189 416,589 426,058 333,948
Net Income 453,912 373,181 246,536 325,547 457,909
Partners' Capital 7,051,757 6,597,845 6,224,664 5,978,128 5,652,581
Total Assets 7,504,046 7,099,110 6,610,142 6,723,916 6,137,193
Debt 9,917 26,385 20,129 29,188 28,738
Advances from
Jones Intercable, Inc. 45,258 72,764 32,825 52,745 227,810
</TABLE>

11
<PAGE> 12

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

CABLE TV FUND 11-D, LTD.

RESULTS OF OPERATIONS

Substantially all of the Cable TV Fund 11-D, Ltd.'s (the
"Partnership's") operations are generated through its 47 percent interest in
Cable TV Joint Fund 11 ("Joint Fund 11"). Management's Discussion and Analysis
of Financial Condition and Results of Operations for Joint Fund 11 should be
reviewed for pertinent comments regarding the Partnership's performance as
compared to prior periods.

FINANCIAL CONDITION

The investment in Joint Fund 11, accounted for under the equity
method, has increased by $212,839 to $2,712,064 at December 31, 1995 from
$2,499,225 at December 31, 1994. This increase represents the Partnership's
proportionate share of income generated by Joint Fund 11. Refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations for Joint Fund 11.

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. The closing of the sale of the Manitowoc System
is subject to a number of conditions, including the approval of the holders of
a majority of the limited partnership interests in each of the four
partnerships that comprise Joint Fund 11 (the "Joint Venture Partners") in
votes to be conducted in 1996 and the successful renewal and transfer of the
Manitowoc System's franchise.

If the proposed sale of the Manitowoc System is closed, Joint Fund 11
will pay all of its indebtedness, which totaled $55,175 at December 1995,
including $45,258 owed to the General Partner, and then the net sales proceeds
plus cash on hand will be distributed to Joint Fund 11's partners in
proportion to their ownership interests in Joint Fund 11. The Partnership
accordingly will receive 47 percent of such proceeds, estimated to total
approximately $8,637,300. Because limited partners have already received
distributions in an amount in excess of the capital initially contributed to
the Partnership by the limited partners, the Partnership's portion of the net
proceeds from the Manitowoc System's sale will be distributed 75 percent to
the limited partners and 25 percent to the General Partner. Based upon pro
forma financial information as of December 31, 1995, as a result of the
Manitowoc System's sale, the limited partners of the Partnership, as a group,
will receive approximately $6,478,000 and the General Partner will receive
approximately $2,159,300. As a result, it is anticipated that the limited
partners will receive approximately $130 for each $500 limited partnership
interest, or approximately $259 for each $1,000 invested in the Partnership,
from the Partnership's portion of the net proceeds of the Manitowoc System's
sale. After the Partnership distributes its portion of the proceeds from the
sale of the Manitowoc System to its partners, the Partnership will be
dissolved and liquidated.

CABLE TV JOINT FUND 11

RESULTS OF OPERATIONS

1995 compared to 1994

Revenues in Joint Fund 11's Manitowoc System totaled $3,632,675 in
1995 compared to $3,296,103 in 1994, an increase of $336,572, or approximately
10 percent. An increase in the subscriber base accounted for approximately 55
percent of the increase in revenues in 1995. The number of basic subscribers
increased by 602 subscribers, or approximately 6 percent, to 11,436 at December
31, 1995 from 10,834 at December 31, 1994. The number of premium subscribers
increased by 635 subscriptions, or approximately 9 percent, to 7,726 at
December 31, 1995 from 7,091 at December 31, 1994. Basic service rate
increases accounted for approximately 14 percent of the increase in revenues.
An increase in advertising sales activity accounted for approximately 22
percent of the increase in revenues. No other individual factor contributed
significantly to the increase in revenues.

12
<PAGE> 13

Operating expenses consist primarily of costs associated with the
administration of the Manitowoc System. The principal cost components are
salaries paid to system personnel, programming expenses, professional fees,
subscriber billing costs, rent for leased facilities, cable system maintenance
expenses and consumer marketing expenses.

Operating expenses in the Manitowoc System totaled $2,327,354 in 1995
compared to $2,026,763 in 1994, an increase of $300,591, or approximately 15
percent. Operating expenses represented approximately 64 percent of revenues
in 1995 compared to approximately 61 percent of revenues in 1994. The increase
in expenses was primarily due to an increase in programming fees, property tax
expense and advertising sales related expenses. The increase in advertising
sales related expenses was due, in part, to an increase in advertising sales
activity. No other individual factor significantly affected the increase in
operating expenses.

Management fees and allocated overhead from the General Partner
totaled $463,691 for 1995 compared to $437,558 in 1994, an increase of $26,133,
or approximately 6 percent. The increase was due to the increase in revenues,
upon which such fees and allocations are based, and increases in allocated
expenses from the General Partner.

Depreciation and amortization expense totaled $545,237 in 1995
compared to $522,593 in 1994, an increase of $22,644, or approximately 4
percent, due to capital additions in 1995 and 1994.

Operating income totaled $296,393 in 1995 compared to $309,189 in
1994, a decrease of $12,796, or approximately 4 percent. The decrease was due
to the increases in operating expenses, management fees and allocated overhead
from the General Partner and depreciation and amortization expense exceeding
the increase in revenues.

The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization totaled $841,630 for 1995 compared to
$831,782 in 1994, an increase of $9,848, or approximately 1 percent. The
increase was due to the increase in revenues exceeding the increases in
operating expenses and management fees and allocated overhead from the General
Partner.

Interest income totaled $166,280 in 1995 compared to $87,134 in 1994,
an increase of $79,146, or approximately 91 percent. This increase was due to
higher cash balances and higher interest rates on interest-bearing accounts in
1995.

Interest expense totaled $10,003 in 1995 compared to $15,716 in 1994,
a decrease of $5,713, or approximately 36 percent. The decrease was due to
lower outstanding balances on interest bearing obligations in 1995.

Net income of Joint Fund 11 totaled $453,912 in 1995 compared to
$373,181 in 1994, an increase of $80,731, or approximately 22 percent. The
increase was due primarily to the increase in interest income.

1994 compared to 1993

Revenues in the Manitowoc System totaled $3,296,103 in 1994 compared
to $3,292,675 in 1993, an increase of $3,428, or less than 1 percent. An
increase in the subscriber base primarily accounted for the increase in
revenues. Basic service subscribers increased 1,066, or approximately 11
percent, to 10,834 at December 31, 1994 from 9,768 at December 31, 1993.
Premium service subscriptions increased 1,795, or approximately 34 percent, to
7,091 at December 31, 1994 from 5,296 at December 31, 1993. The increase in
revenues would have been greater but for reductions in basic service rates due
to basic service rate regulations issued by the FCC in May 1993 and February
1994. No other individual factor was significant to the increase in revenues.

Operating expenses in the Manitowoc System totaled $2,026,763 in 1994
compared to $1,947,068 in 1993, an increase of $79,695, or approximately 4
percent. The increase in operating expenses was due primarily to increases in
programming fees and marketing related costs due to increases in basic service
subscribers and premium service subscriptions. These increases were partially
offset by a decrease in copyright fees. No other individual factor contributed
significantly to the increase in operating expenses. Operating expenses
represented approximately 61 percent of revenues in 1994 compared to
approximately 59 percent of revenues in 1993.

13
<PAGE> 14

Management fees and allocated overhead from the General Partner
totaled $437,558 in 1994 compared to $411,577 in 1993, an increase of $25,981,
or approximately 6 percent. The increase was due to an increase in allocated
expenses from the General Partner. The General Partner experienced increases
in expenses in 1994.

Depreciation and amortization expense totaled $522,593 in 1994
compared to $517,441 in 1993, an increase of $5,152, or approximately 1
percent, due to capital additions in 1994 and 1993.

Operating income in the Manitowoc System totaled $309,189 in 1994
compared to $416,589 in 1993, a decrease of $107,400, or approximately 26
percent. The decrease was due to the increases in operating expenses,
allocated overhead from the General Partner and depreciation and amortization
expense exceeding the increase in revenues.

Interest expense for Joint Fund 11 totaled $15,716 in 1994 compared to
$22,912 in 1993, a decrease of $7,196, or approximately 31 percent, due to a
lower outstanding balance on interest bearing obligations. Other expense
totaled $7,426 in 1994 compared to $248,912 in 1993, primarily as a result of
Joint Fund 11 incurring costs associated with the litigation with the City of
Manitowoc during 1993. No such costs were incurred in 1994.

Net income for Joint Fund 11 totaled $373,181 in 1994 compared to
$246,536 in 1993, an increase of $126,645, or approximately 51 percent, due
primarily to the decrease in litigation costs discussed above.

FINANCIAL CONDITION

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. This sales price is the average of three separate
independent appraisals of the fair market value of the Manitowoc System and the
General Partner's offer was the only bid tendered in a public bidding process
for the Manitowoc System. The General Partner assigned its rights and
obligations under the asset purchase agreement to Jones Cable Holdings, Inc.
("JCH"), a wholly owned subsidiary of the General Partner. The closing of the
sale will occur on a date upon which Joint Fund 11 and JCH mutually agree by
September 30, 1996. The sale of the Manitowoc System is subject to a number of
conditions, including approval of the transaction by the holders of a majority
of the Partnership's limited partnership interests and approvals from
governmental authorities and other third parties necessary to the transfer of
the Manitowoc System. If all conditions precedent to JCH's obligation to
close are not eventually satisfied or waived, JCH's obligation to purchase the
Manitowoc System will terminate on September 30, 1996.

In order to sell the Manitowoc System, Joint Fund 11 must obtain the
consent of the City of Manitowoc and third parties with whom Joint Fund 11 has
contracts related to the Manitowoc System, such as pole attachment agreements
or other service agreements, to the transfer thereof. Joint Fund 11 was
unsuccessful in its efforts to sell the Manitowoc System in June 1990, at the
time of Joint Fund 11's sale of its remaining Wisconsin cable television
systems, due to the refusal of the City of Manitowoc to consent to the transfer
of the system's franchise. Negotiations with the City of Manitowoc with
respect to the renewal and transfer of the Manitowoc System's franchise are
continuing, and the Manitowoc System currently is being operated pursuant to a
temporary extension of the franchise's term until March 29, 1996. The General
Partner hopes that the City ultimately will agree to the renewal and transfer
of the franchise and that the City will not take any action that will prevent
the closing of the sale of the Manitowoc System, but given the current status
of negotiations with the City there can be no assurance that the sale will
occur as planned.

If the proposed sale of the Manitowoc System is closed, Joint Fund 11
intends to distribute the sale proceeds, after the repayment of debt, to Cable
TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and
Cable TV Fund 11-D, Ltd. Net sales proceeds plus Joint Fund 11's cash on hand,
which are expected to total approximately $18,420,800, will be distributed as
follows: Cable TV Fund 11-A, Ltd. will receive approximately $3,356,700; Cable
TV Fund 11-B, Ltd. will receive approximately $1,432,700; Cable TV Fund 11-C,
Ltd. will receive approximately $4,994,100 and Cable TV Fund 11-D, Ltd. will
receive approximately $8,637,300. After Joint Fund 11 distributes the proceeds
from the sale of the Manitowoc System to its partners, Joint Fund 11 will be
liquidated and dissolved.

Joint Fund 11 had no bank debt outstanding at December 31, 1995.

During 1995, Joint Fund 11 expended approximately $311,000 for capital
expenditures in the Manitowoc System. These expenditures were used for various
projects to maintain the value of the system. These expenditures were funded
from cash generated from operations.

14
<PAGE> 15

Capital expenditures in 1996 for the Manitowoc System will consist of
expenditures necessary to maintain the value of the Manitowoc System until it
is sold. Joint Fund 11 has sufficient liquidity and capital resources,
including cash on hand and its ability to generate cash from operations, to
meet its anticipated needs.

REGULATION AND LEGISLATION

The Telecommunications Act of 1996 (the "1996 Act"), which became law
on February 8, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
including Joint Fund 11 effective March 31, 1999 and the cable programming
service tier of "small" cable operators in systems providing service to 50,000
or fewer subscribers effective immediately. The 1996 Act also revised the
procedures for filing cable programming service tier rate complaints and adds a
new effective competition test.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or Joint Fund 11 in particular. The FCC will be
undertaking numerous rulemaking proceedings to interpret and implement the 1996
Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on Joint Fund 11. See Item 1.

15
<PAGE> 16

Item 8. Financial Statements

CABLE TV FUND 11-D, LTD. AND
CABLE TV JOINT FUND 11

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1995 AND 1994

INDEX

<TABLE>
<CAPTION>
Page
--------------------------
11-D Joint Fund 11
---- -------------
<S> <C> <C>

Report of Independent Public Accountants 17 24

Balance Sheets 18 25

Statements of Operations 19 27

Statements of Partners' Capital (Deficit) 20 28

Statements of Cash Flows 21 29

Notes to Financial Statements 22 30
</TABLE>

16
<PAGE> 17

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Fund 11-D, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 11-D,
LTD. (a Colorado limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital (deficit) and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 11-D,
Ltd. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1996.

17
<PAGE> 18

CABLE TV FUND 11-D, LTD.
(A Limited Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------

ASSETS 1995 1994
------ ------------ ------------
<S> <C> <C>
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,712,064 $ 2,499,225
============ ============

PARTNERS' CAPITAL (DEFICIT)
---------------------------

PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (8,005,517) (8,005,517)
Accumulated earnings 7,829,735 7,827,607
------------ ------------

(174,782) (176,910)
------------ ------------

Limited Partners-
Net contributed capital
(50,000 units outstanding at
December 31, 1995 and 1994) 21,598,038 21,598,038
Distributions (49,016,548) (49,016,548)
Accumulated earnings 30,305,356 30,094,645
------------ ------------

2,886,846 2,676,135
------------ ------------

Total partners' capital (deficit) $ 2,712,064 $ 2,499,225
============ ============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

18
<PAGE> 19

CABLE TV FUND 11-D, LTD.
(A Limited Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------

1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE $212,839 $174,985 $115,601
-------- -------- --------

NET INCOME $212,839 $174,985 $115,601
======== ======== ========

ALLOCATION OF NET INCOME:
General Partner $ 2,128 $ 1,750 $ 1,156
======== ======== ========

Limited Partners $210,711 $173,235 $114,445
======== ======== ========

NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 4.21 $ 3.46 $ 2.29
======== ======== ========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 50,000 50,000 50,000
======== ======== ========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

19
<PAGE> 20

CABLE TV FUND 11-D, LTD.
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------

1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (176,910) $ (178,660) $ (179,816)
Net income for year 2,128 1,750 1,156
---------- ---------- ----------

Balance, end of year $ (174,782) $ (176,910) $ (178,660)
========== ========== ==========

LIMITED PARTNERS:
Balance, beginning of year $2,676,135 $2,502,900 $2,388,455
Net income for year 210,711 173,235 114,445
---------- ---------- ----------

Balance, end of year $2,886,846 $2,676,135 $2,502,900
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

20
<PAGE> 21

CABLE TV FUND 11-D, LTD.
(A Limited Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------
1995 1994 1993
--------- ---------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 212,839 $ 174,985 $ 115,601
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in net income of cable
television joint venture (212,839) (174,985) (115,601)
--------- --------- ---------

Net cash provided by operating activities - - -
--------- --------- ---------

Increase in cash - - -

Cash, beginning of year - - -
--------- --------- ---------

Cash, end of year $ - $ - $ -
========= ========= =========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

21
<PAGE> 22

CABLE TV FUND 11-D, LTD.
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Fund 11-D, Ltd. ("the Partnership"), a Colorado limited
partnership, was formed on January 24, 1984, under a public program sponsored
by Jones Intercable, Inc. The Partnership was formed to acquire, construct,
develop and operate cable television systems. Jones Intercable, Inc. is the
"General Partner" and manager of the Partnership. The General Partner and its
subsidiaries also own and operate cable television systems. In addition, the
General Partner manages cable television systems for other limited partnerships
for which it is general partner and, also, for affiliated entities. The
Partnership owns a 47 percent interest in Cable TV Joint Fund 11 ("Joint Fund
11") through capital contributions made during 1984 of $21,100,000, net of
commissions and syndicated costs. Joint Fund 11 owns and operates the cable
television system serving the areas in and around the city of Manitowoc,
Wisconsin (the "Manitowoc System").

Proposed Sale of Cable Television System

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. The closing of the sale of the Manitowoc System
is subject to a number of conditions, including the approval of the holders of
a majority of the limited partnership interests in each of the four
partnerships that comprise Joint Fund 11 (the "Joint Venture Partners") in
votes to be conducted in 1996 and the successful renewal and transfer of the
Manitowoc System's franchise.

Contributed Capital

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.

The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to the General Partner, except for income or
gain from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership
Agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to
the limited partners.

22
<PAGE> 23

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. The Partnership's tax returns are also prepared on the accrual
basis.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Investment in Cable Television Joint Venture

The Partnership's investment in Joint Fund 11 is accounted for under
the equity method. When compared to the December 31, 1994 balance, this
investment has increased by $212,839. This increase represents the
Partnership's share of income generated by Joint Fund 11 during 1995. The
operations of Joint Fund 11 are significant to the Partnership and should be
reviewed in conjunction with these financial statements. Reference is made to
the accompanying financial statements of Joint Fund 11 on pages 25 to 33.

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

Management Fees and Distribution Ratios

The General Partner manages the Partnership and Joint Fund 11 and
receives a fee for its services equal to 5 percent of the gross revenues of
Joint Fund 11, excluding revenues from the sale of cable television systems or
franchises.

Any distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments and
cash expenses) are allocated 99 percent to the limited partners and 1 percent
to the General Partner. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to
the Partnership capital by the limited partners; the balance, 75 percent to the
limited partners and 25 percent to the General Partner. In July 1990, a
distribution of $49,016,548 was made to the limited partners from funds
received from Joint Fund 11. This amount included the return of initial
contributed capital of $25,000,000. In addition, $8,005,517 was distributed to
the General Partner. Any future distributions will be made 75 percent to the
limited partners and 25 percent to the General Partner.

(4) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by the General
Partner.

The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would likely be
changed accordingly.

Taxable income reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
allowed under generally accepted accounting principles and the expense allowed
for tax purposes under the Modified Accelerated Cost Recovery System (MACRS).
There are no other significant differences between taxable income and the net
income reported in the statements of operations.

23
<PAGE> 24

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Joint Fund 11:

We have audited the accompanying balance sheets of CABLE TV JOINT FUND
11 (a Colorado general partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the General Partners' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Joint Fund
11 as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1996.

24
<PAGE> 25

CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------

ASSETS 1995 1994
------ ----------- -----------
<S> <C> <C>
CASH $ 2,984,284 $ 2,429,603

TRADE RECEIVABLES, less allowance for doubtful
receivables of $6,374 and $4,412 at
December 31, 1995 and 1994, respectively 133,491 92,110

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 7,957,720 7,646,689
Less- accumulated depreciation (5,441,063) (5,051,015)
----------- -----------

2,516,657 2,595,674

Franchise costs, net of accumulated amortization
of $1,396,225 and $1,287,891 at
December 31, 1995 and 1994, respectively - 108,334
Subscriber lists, net of accumulated amortization
of $257,775 and $237,741 at December 31, 1995
and 1994, respectively - 20,034
----------- -----------

Total investment in cable television
properties 2,516,657 2,724,042

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,869,614 1,853,355
----------- -----------

Total assets $ 7,504,046 $ 7,099,110
=========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

25
<PAGE> 26

CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
----------------------------------
LIABILITIES AND PARTNERS' CAPITAL 1995 1994
--------------------------------- --------------- ---------------
<S> <C> <C>
LIABILITIES:
Capital lease obligations $ 9,917 $ 26,385
Accounts payable-
Trade 612 16,340
Jones Intercable, Inc. 45,258 72,764
Accrued liabilities 381,153 368,106
Subscriber prepayments 15,349 17,670
-------------- --------------

Total liabilities 452,289 501,265
-------------- --------------

PARTNERS' CAPITAL:
Contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 80,966,250 80,512,338
-------------- --------------

7,051,757 6,597,845
-------------- --------------

Total liabilities and
partners' capital $ 7,504,046 $ 7,099,110
============== ==============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

26
<PAGE> 27

CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
REVENUES $3,632,675 $3,296,103 $3,292,675

COSTS AND EXPENSES:
Operating expenses 2,327,354 2,026,763 1,947,068
Management fees and allocated
expenses from Jones Intercable, Inc. 463,691 437,558 411,577
Depreciation and amortization 545,237 522,593 517,441
---------- ---------- ----------

OPERATING INCOME 296,393 309,189 416,589
---------- ---------- ----------

OTHER INCOME (EXPENSE):
Interest expense (10,003) (15,716) (22,912)
Interest income 166,280 87,134 101,771
Other, net 1,242 (7,426) (248,912)
---------- ---------- ----------
Total other income (expense), net 157,519 63,992 (170,053)
---------- ---------- ----------

NET INCOME $ 453,912 $ 373,181 $ 246,536
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

27
<PAGE> 28
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------

1995 1994 1993
---------- ----------- ----------
<S> <C> <C> <C>
CABLE TV FUND 11-A, LTD. (18%):
Balance, beginning of year $1,231,800 $1,163,806 $1,118,887
Net income for year 82,703 67,994 44,919
---------- ---------- ----------
Balance, end of year $1,314,503 $1,231,800 $1,163,806
--------- ---------- ----------

CABLE TV FUND 11-B, LTD. (8%):
Balance, beginning of year $ 550,483 $ 521,450 $ 502,270
Net income for year 35,314 29,033 19,180
--------- ---------- ----------
Balance, end of year $ 585,797 $ 550,483 $ 521,450
--------- ---------- ----------

CABLE TV FUND 11-C, LTD. (27%):
Balance, beginning of year $2,316,337 $2,215,168 $2,148,332
Net income for year 123,056 101,169 66,836
---------- ---------- ----------
Balance, end of year $2,439,393 $2,316,337 $2,215,168
--------- ---------- ----------

CABLE TV FUND 11-D, LTD. (47%):
Balance, beginning of year $2,499,225 $2,324,240 $2,208,639
Net income for year 212,839 174,985 115,601
---------- ---------- ----------
Balance, end of year $2,712,064 $2,499,225 $2,324,240
---------- ---------- ----------

TOTAL:
Balance, beginning of year $6,597,845 $6,224,664 $5,978,128
Net income for year 453,912 373,181 246,536
---------- ---------- ----------
Balance, end of year $7,051,757 $6,597,845 $6,224,664
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

28
<PAGE> 29
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------
1995 1994 1993
---------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 453,912 $ 373,181 $ 246,536
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 545,237 522,593 517,441
Increase in trade receivables (41,381) (41,640) (14,686)
Increase in deposits, prepaid
expenses and deferred charges (43,080) (1,372) (1,625)
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments (5,002) 69,592 (331,331)
Increase (decrease) in amount due Jones
Intercable, Inc. (27,506) 39,939 (19,920)
---------- ---------- -----------

Net cash provided by operating activities 882,180 962,293 396,415
---------- ---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (311,031) (379,930) (248,223)
Franchise renewal deposit - - (1,850,000)
---------- ---------- -----------

Net cash used in investing activities (311,031) (379,930) (2,098,223)
---------- ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 18,264 -
Repayment of debt (16,468) (12,008) (9,059)
---------- ---------- -----------

Net cash provided by (used in)
financing activities (16,468) 6,256 (9,059)
---------- ---------- -----------

Increase (decrease) in cash 554,681 588,619 (1,710,867)

Cash, beginning of year 2,429,603 1,840,984 3,551,851
---------- ---------- -----------

Cash, end of year $2,984,284 $2,429,603 $ 1,840,984
========== ========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 10,003 $ 15,716 $ 22,912
========== ========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

29
<PAGE> 30

CABLE TV JOINT FUND 11
(A General Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Joint Fund 11 ("Joint Fund 11"), a Colorado general
partnership, was formed on February 1, 1984, through a joint venture agreement
made by and among Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-B,
Ltd. ("Fund 11-B"), Cable TV Fund 11-C, Ltd. ("Fund 11-C") and Cable TV Fund
11-D, Ltd ("Fund 11-D"), all Colorado limited partnerships (the "Joint Venture
Partners"). Joint Fund 11 was formed to acquire, construct, develop and
operate cable television systems. Joint Fund 11 owns and operates the cable
television system serving the areas in and around the city of Manitowoc,
Wisconsin (the "Manitowoc System"). Jones Intercable, Inc. ("Intercable"), who
is the "General Partner" of each of the Joint Venture Partners, manages Joint
Fund 11. Intercable and its subsidiaries also own and operate other cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is general partner and, also, for
affiliated entities.

Proposed Sale of Cable Television System

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. This sales price is the average of three separate
independent appraisals of the fair market value of the Manitowoc System and the
General Partner's offer was the only bid tendered in a public bidding process
for the Manitowoc System. The General Partner assigned its rights and
obligations under the asset purchase agreement to Jones Cable Holdings, Inc.
("JCH"), a wholly owned subsidiary of the General Partner. The closing of the
sale will occur on a date upon which Joint Fund 11 and JCH mutually agree by
September 30, 1996. The sale of the Manitowoc System is subject to a number of
conditions, including approval of the transaction by the holders of a majority
of the Partnership's limited partnership interests and approvals from
governmental authorities and other third parties necessary to the transfer of
the Manitowoc System. If all conditions precedent to JCH's obligation to
close are not eventually satisfied or waived, JCH's obligation to purchase the
Manitowoc System will terminate on September 30, 1996.

Contributed Capital, Sharing Ratios and Distribution

The capitalization of Joint Fund 11 is set forth in the accompanying
statements of partners' capital. Profits and losses of Joint Fund 11 are
allocated to the partners in proportion to their respective partnership
interests.

30
<PAGE> 31

All partnership distributions, including those made from cash flow
(defined as cash receipts derived from routine operations, less debt principal
and interest payments and cash expenses), from the sale or refinancing of
partnership property and on dissolution of Joint Fund 11, are made to the
partners also in proportion to their approximate respective interests in Joint
Fund 11 as follows:

<TABLE>
<S> <C>
Cable TV Fund 11-A, Ltd. 18%
Cable TV Fund 11-B, Ltd. 8%
Cable TV Fund 11-C, Ltd. 27%
Cable TV Fund 11-D, Ltd. 47%
---

100%
===
</TABLE>
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. Joint Fund 11's tax returns are also prepared on the accrual
basis.

Property, Plant and Equipment

Depreciation is determined using the straight-line method over the
following estimated service lives:

<TABLE>
<S> <C>
Cable distribution systems 5-15 years
Equipment and tools 3-5 years
Buildings 20 years
Office furniture and equipment 5 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.

Intangible Assets

Costs assigned to franchises and subscriber lists were amortized using
the straight-line method over their estimated useful lives.

Revenue Recognition

Subscriber prepayments are initially deferred and recognized as
revenue when earned.

(3) TRANSACTIONS WITH JONES INTERCABLE, INC. AND AFFILIATES

Management Fees and Reimbursements

Intercable manages Joint Fund 11 and receives a fee for its services
equal to 5 percent of the gross revenues, excluding revenues from the sale of
the cable television systems or franchises. Management fees paid to Intercable
during 1995, 1994 and 1993 were $181,634, $164,805 and $164,634, respectively.

Intercable is reimbursed for certain allocated overhead and
administrative expenses. These expenses represent the salaries and related
benefits paid to corporate personnel, rent, data processing services and other
corporate facilities costs.

31
<PAGE> 32

Such personnel provide engineering, marketing, administrative, accounting,
legal and investor relations services to Joint Fund 11. Allocations of
personnel costs are primarily based upon actual time spent by employees of
Intercable with respect to each partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's revenues to
the total revenues of all systems owned or managed by Intercable and certain of
its subsidiaries. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. Intercable believes that the
methodology used in allocating overhead and administrative expenses is
reasonable. The amount of allocated overhead and administrative expenses
charged to Joint Fund 11 during 1995, 1994 and 1993 was $282,057, $272,753 and
$246,943, respectively.

Joint Fund 11 was charged interest during 1995 at an average interest
rate of 10.5 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowings. Total interest charged
during 1995, 1994 and 1993 was $6,848, $13,306 and $21,071, respectively.

Payments to/from Affiliates for Programming Services

Joint Fund 11 receives programming from Superaudio, Mind Extension
University, Jones Computer Network and Product Information Network, all of
which are affiliates of Intercable.

Payments to Superaudio totaled $6,318, $6,105 and $6,040 in 1995, 1994
and 1993, respectively. Payments to Mind Extension University totaled $6,759,
$5,532 and $3,515 in 1995, 1994 and 1993, respectively. Payments to Jones
Computer Network, which initiated service in 1994, totaled $12,760 and $3,316
in 1995 and 1994, respectively.

Joint Fund 11 receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network, which initiated service in 1994, paid commissions to Joint
Fund 11 totaling $4,559 and $510 in 1995 and 1994, respectively.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:

<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Cable distribution systems $ 7,279,475 $ 6,957,103
Equipment and tools 259,414 249,348
Office furniture and equipment 147,163 146,463
Buildings 113,431 113,431
Vehicles 158,237 180,344
----------- -----------

7,957,720 7,646,689
Less - accumulated depreciation (5,441,063) (5,051,015)
----------- -----------

$ 2,516,657 $ 2,595,674
=========== ===========
</TABLE>

(5) DEBT

Debt consists of capital lease obligations with maturities of 1 to 4
years. Installments due on debt principal for the five years in the period
ending December 31, 2000, respectively, are: $2,776, $2,776, $2,776, $1,589,
and $-0-.

(6) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue to the partners of Funds 11-A, 11-B, 11-C and
11-D, which are general partners in Joint Fund 11.

Joint Fund 11's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable partnership income or
loss are subject to examination by federal and state taxing authorities. If
such examinations result in changes with respect to Joint

32
<PAGE> 33

Fund 11's qualification as such, or in changes with respect to Joint Fund 11's
recorded income or loss, the tax liability of the general and limited partners
would likely be changed accordingly.

(7) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------

1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Maintenance and repairs $ 27,102 $ 41,329 $ 34,813
======== ======== ========

Taxes, other than income and
payroll taxes $124,403 $ 52,294 $ 57,152
======== ======== ========

Advertising $ 62,160 $ 81,763 $ 56,930
======== ======== ========

Depreciation of property,
plant and equipment $416,869 $379,817 $374,665
======== ======== ========

Amortization of intangible assets $128,368 $142,776 $142,776
======== ======== ========
</TABLE>

33
<PAGE> 34
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below.

<TABLE>
<S> <C> <C>
Glenn R. Jones 66 Chairman of the Board and Chief Executive Officer
Derek H. Burney 56 Vice Chairman of the Board
James B. O'Brien 46 President and Director
Ruth E. Warren 46 Group Vice President/Operations
Kevin P. Coyle 44 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
George H. Newton 61 Group Vice President/Telecommunications
Timothy J. Burke 45 Group Vice President/Taxation/Administration
Raymond L. Vigil 49 Group Vice President/Human Resources and Director
Cynthia A. Winning 44 Group Vice President/Marketing
Elizabeth M. Steele 44 Vice President/General Counsel/Secretary
Larry W. Kaschinske 36 Controller
Robert E. Cole 63 Director
William E. Frenzel 67 Director
Donald L. Jacobs 57 Director
James J. Krejci 54 Director
John A. MacDonald 42 Director
Raphael M. Solot 62 Director
Daniel E. Somers 48 Director
Howard O. Thrall 48 Director
Robert B. Zoellick 42 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business
in various capacities since 1961, is a past and present member of the Board of
Directors and the Executive Committee of the National Cable Television
Association. He also is on the Executive Committee of Cable in the Classroom,
an organization dedicated to education via cable. Additionally, in March 1991,
Mr. Jones was appointed to the Board of Governors for the American Society for
Training and Development, and in November 1992 to the Board of Education
Council of the National Alliance of Business. Mr. Jones is also a founding
member of the James Madison Council of the Library of Congress. Mr. Jones is a
past director and member of the Executive Committee of C-Span. Mr. Jones has
been the recipient of several awards including the Grand Tam Award in 1989, the
highest award from the Cable Television Administration and Marketing Society;
the Chairman's Award from the Investment Partnership Association, which is an
association of sponsors of public syndications; the cable television industry's
Public Affairs Association President's Award in 1990, the Donald G. McGannon
award for the advancement of minorities and women in cable; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Women in Cable
Accolade in 1990 in recognition of support of this organization; the Most
Outstanding Corporate

34
<PAGE> 35
Individual Achievement award from the International Distance Learning
Conference; the Golden Plate Award from the American Academy of Achievement for
his advances in distance education; the Man of the Year named by the Denver
chapter of the Achievement Rewards for College Scientists; and in 1994 Mr.
Jones was inducted into Broadcasting and Cable's Hall of Fame.

Mr. Derek H. Burney was appointed a Director of the General Partner on
December 20, 1994 and Vice Chairman of the Board of Directors on January 31,
1995. Mr. Burney joined BCE Inc., Canada's largest telecommunications company,
in January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the
Prime Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S.-Canada Free Trade Agreement. In
July 1993, he was named an Officer of the Order of Canada. Mr. Burney is
chairman of Bell Cablemedia plc. He is a director of Mercury Communications
Limited, Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe
Inc., Bimcor Inc., Maritime Telegraph and Telephone Company, Limited, Moore
Corporation Limited and Northbridge Programming Inc.

Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a
Director of the General Partner in December 1989, Mr. O'Brien served as a
Division Manager, Director of Operations Planning/Assistant to the CEO, Fund
Vice President and Group Vice President/Operations. Mr. O'Brien was appointed
to the General Partner's Executive Committee in August 1993. As President, he
is responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of
Cable Labs, Inc., the research arm of the U.S. cable television industry. He
also serves as a director of the Cable Television Administration and Marketing
Association and as a director of the Walter Kaitz Foundation, a foundation that
places people of ethnic minority groups in positions with cable television
systems, networks and vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund
Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.

Mr. George H. Newton joined the General Partner in January 1996 as
Group Vice President/Telecommunications. Prior to joining the General Partner,
Mr. Newton was President of his own consulting business, Clear Solutions, and
since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada
International. From 1990 to 1993, Mr. Newton served as the founding Chief
Executive Officer and Managing Director of Clear Communications, New Zealand,
where he established an alternative telephone company in New Zealand. From
1964 to 1990, Mr. Newton held a wide variety of operational and business
assignments with Bell Canada International.

Mr. Timothy J. Burke joined the General Partner in August 1982 as
corporate tax manager, was elected Vice President/Taxation in November 1986 and
Group Vice President/Taxation/Administration in October 1990.

Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with

35
<PAGE> 36
USWest. Prior to USWest, Mr. Vigil worked in various human resources posts
over a 14-year term with the IBM Corporation.

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten
national retail department store chains. From 1981 to 1986, Ms. Winning was
the Director of Marketing Services for Daniels & Associates cable television
operations, as well as the Western Division Marketing Director for Capital
Cities Cable. Ms. Winning also serves as a board member of Cities in Schools,
a dropout intervention/prevention program.

Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining
the General Partner, Ms. Steele was an associate and then a partner at the
Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the
General Partner.

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990 and named Controller in August 1994.

Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President
of PMI Inc., a third party lender serving the special needs of Corporate Owned
Life Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and
co-founder of a specialty investment banking firm that provided services to
finance the ownership and growth of emerging companies, productive assets and
real property. Mr. Cole is a Certified Financial Planner and a former United
States Naval Aviator.

Mr. William E. Frenzel was appointed a Director of the General Partner
on April 11, 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C.
Until his retirement in January 1991, Mr. Frenzel served for twenty years in
the United States House of Representatives, representing the State of
Minnesota, where he was a member of the House Ways and Means Committee and its
Trade Subcommittee, the Congressional Representative to the General Agreement
on Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.

Mr. Donald L. Jacobs was appointed a Director of the General Partner
on April 11, 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to
his retirement, he was Vice President and Deputy Manager of the Space and
Defense Sector; prior to that appointment, he was the Vice President and
General Manager of the Defense Systems Group and prior to his appointment as
Group General Manager, he was President of ESL, Inc., a wholly owned subsidiary
of TRW. During his career, Mr. Jacobs served on several corporate,
professional and civic boards.

Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He also served as an officer of Jones Futurex, Inc., a
subsidiary of the General Partner engaged in manufacturing and marketing data
encryption devices, Jones Interactive, Inc., a subsidiary of Jones
International, Ltd. providing computer data and billing processing facilities
and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr.
Jones, and several of its subsidiaries engaged in the provision of
telecommunications

36
<PAGE> 37
services until leaving the General Partner in May 1994. Mr. Krejci has been a
Director of the General Partner since August 1987.

Mr. John A. MacDonald was appointed a Director of the General Partner
on November 8, 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc.
Prior to joining Bell Canada in November 1994, Mr. MacDonald was President and
Chief Executive Officer of The New Brunswick Telephone Company, Limited, a post
he had held since March of that year. Prior to March 1994, Mr. MacDonald was
with NBTel for 17 years serving in various capacities, including Market
Planning Manager, Corporate Planning Manager, Manager of Systems Planning and
Development and General Manager, Chief Engineer and General Manager of
Engineering and Information Systems and Vice President of Planning. Mr.
MacDonald was the former Chairman of the New Brunswick section of the Institute
of Electrical and Electronic Engineers and also served on the Federal
Government's Information Highway Advisory Council. Mr. MacDonald is Chairman
of MediaLinx Interactive Inc. and Stentor Canadian Network Management and is
presently a Governor of the Montreal Exchange. He also serves on the Board of
Directors of Tele-Direct (Publications) Inc., Bell-Northern Research, Ltd.,
SRCI, Bell Sygma, Canarie Inc., and is a member of the University of New
Brunswick Venture Campaign Cabinet.

Mr. Raphael M. Solot was appointed a Director of the General Partner
in March 1996. Mr. Solot is an attorney licensed to practice law in the State
of Colorado. Mr. Solot has practiced law in the State of Colorado as a sole
practitioner since obtaining his Juris Doctor degree from the University of
Colorado in 1964.

Mr. Daniel E. Somers was initially appointed a Director of the General
Partner on December 20, 1994. Mr. Somers resigned as a Director on December
31, 1995, at the time he was elected Chief Executive Officer of Bell
Cablemedia. Mr. Somers was reinstated as a Director of the General Partner on
February 2, 1996. From January 1992 to January 1995, Mr. Somers worked as
senior Vice President and Chief Financial Officer of Bell Canada International
Inc. and was appointed Executive Vice President and Chief Financial Officer on
February 1, 1995. He is also a Director of certain of its affiliates. Mr.
Somers currently serves as Chief Executive Officer of Bell Cablemedia. Prior
to joining Bell Canada International Inc. and since January 1989, Mr. Somers
was the President and Chief Executive Officer of Radio Atlantic Holdings
Limited. Mr. Somers is a member of the North American Society of Corporate
Planning, the Financial Executives Institution and the Financial Analysts
Federation.

Mr. Howard O. Thrall was appointed a Director of the General Partner
on March 6, 1996. Mr. Thrall had previously served as a Director of the
General Partner from December 1988 to December 1994. Since September 1993, Mr.
Thrall has served as Vice President of Sales, Asian Region, for World Airways,
Inc. From 1984 until August 1993, Mr. Thrall was with the McDonnell Douglas
Corporation, where he concluded as a Regional Vice President, Commercial
Marketing with the Douglas Aircraft Company subsidiary. Mr. Thrall is also a
management and international marketing consultant, having completed assignments
with First National Net, Inc., Cheong Kang Associated (Korea), Aero Investment
Alliance, Inc. and Western Real Estate Partners.

Mr. Robert B. Zoellick was appointed a Director of the General Partner
on April 11, 1995. Mr. Zoellick is Executive Vice President, General Counsel
and Corporate Secretary of Fannie Mae, a federally chartered and
stockholder-owned corporation that is the largest housing finance investor in
the United States. From August 1992 to January 1993, Mr. Zoellick served as
Deputy Chief of Staff of the White House and Assistant to the President. From
May 1991 to August 1992, Mr. Zoellick served concurrently as the Under
Secretary of State for Economic and Agricultural Affairs and as Counselor of
the Department of State, a post he assumed in March 1989. From 1985 to 1988,
Mr. Zoellick served at the Department of Treasury in a number of capacities,
including Counselor to the Secretary. Mr. Zoellick received the Alexander
Hamilton and Distinguished Service Awards, highest honors of the Departments of
Treasury and State, respectively. The German Government awarded him the Knight
Commanders Cross for his work on Germany unification. Mr. Zoellick currently
serves on the boards of the Council on Foreign Relations, the Congressional
Institute, the German Marshall Fund of the U.S., the European Institute, the
National Bureau of Asian Research, the American Council on Germany and the
Overseas Development Council.

37
<PAGE> 38
Christopher J. Bowick, Cynthia A. Winning and Larry W. Kaschinske are
executive officers of the General Partner; Raymond L. Vigil is an executive
officer and a director of the General Partner; and Derek H. Burney, John A.
MacDonald and Daniel E. Somers are directors of the General Partner. Reports
by these persons with respect to the ownership of limited partnership interests
in the Partnership required by Section 16(a) of the Securities Exchange Act of
1934, as amended, were not filed within the required time. None of these
individuals own any limited partnership interests in the Partnership.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no employees; however, various personnel are
required to operate the Manitowoc System. Such personnel are employed by the
General Partner and, the cost of such employment is charged by the General
Partner to the Venture as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

No person or entity owns more than 5 percent of the limited
partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner and its affiliates engage in certain transactions
with the Venture. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Venture
from unaffiliated parties. This determination has been made by the General
Partner in good faith, but none of the terms were or will be negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been or will be as favorable as those that could have been obtained by the
Venture from unaffiliated parties.

The General Partner charges a management fee, and the General Partner
is reimbursed for certain allocated overhead and administrative expenses.
These expenses represent the salaries and benefits paid to corporate personnel,
rent, data processing services and other corporate facilities costs. Such
personnel provide engineering, marketing, administrative, accounting, legal and
investor relations services to the Venture. Allocations of personnel costs are
based primarily on actual time spent by employees of the General Partner with
respect to each partnership managed. Remaining expenses are allocated based on
the pro rata relationship of the Partnership's revenues to the total revenues
of all systems owned or managed by the General Partner and certain of its
subsidiaries. Systems owned by the General Partner and all other systems owned
by partnerships for which Jones Intercable, Inc. is the general partner, are
also allocated a proportionate share of these expenses.

The General Partner also advances funds and charges interest on the
balance payable. The interest rate charged approximates the General Partner's
weighted average cost of borrowing.

The Manitowoc System receives stereo audio programming from
Superaudio, a joint venture owned 50% by an affiliate of the General Partner
and 50% by an unaffiliated party, educational video programming from Mind
Extension University, Inc., an affiliate of the General Partner, and computer
video programming from Jones Computer Network, Ltd., an affiliate of the
General Partner, for fees based upon the number of subscribers receiving the
programming.

Product Information Network ("PIN"), an affiliate of the General
Partner, provides advertising time for third parties on the Manitowoc System.
In consideration, the revenues generated from the third parties are shared
between PIN and the Venture. During the year ended December 31, 1995, the
Venture received revenues from PIN of $4,559.

The charges to the Partnership and the Venture for related party
transactions are as follows for the periods indicated:

38
<PAGE> 39

<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------
<S> <C> <C> <C>
Cable TV Joint Fund 11 1995 1994 1993
---------------------- ---- ---- ----
Management fees $ 81,634 $ 64,805 $ 64,634
Allocation of expenses 282,057 272,753 46,943
Interest on advances paid to the General Partner 6,848 13,306 1,071
Amount of advances outstanding 45,258 72,764 2,825
Highest amount of advances outstanding 77,215 72,764 2,745
Programming fees:
Superaudio 6,318 6,105 ,040
Mind Extension University 6,759 5,532 ,515
Jones Computer Network 12,760 ,316 0-
</TABLE>

39
<PAGE> 40
PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<S> <C> <C>
(a) 1. See index to financial statements for the list of financial statements and exhibits thereto filed as
part of this report.

3. The following exhibits are filed herewith.

2.1 Asset Purchase Agreement dated September 5, 1995 between Cable TV Joint Fund 11 and Jones Intercable,
Inc. relating to the Manitowoc System. (1)

4.1 Limited Partnership Agreements of Cable TV Funds 11-A, 11-B, 11-C and 11-D. (2)

10.1.1 Copy of a franchise and related documents thereto granting a community antenna television system
franchise for the City of Manitowoc, Wisconsin. (Joint Fund 11) (2)

27 Financial Data Schedule
- ----------

(1) Incorporated by reference from Registrant's Current Report on Form 8-K dated September 8, 1995.

(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31,
1985.

(b) Reports on Form 8-K.

None.
</TABLE>

40
<PAGE> 41
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

CABLE TV FUND 11-D, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
---------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 25, 1996 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /s/ Glenn R. Jones
------------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 25, 1996 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
------------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 25, 1996 (Principal Financial Officer)

By: /s/ Larry Kaschinske
------------------------------------
Larry Kaschinske
Controller
Dated: March 25, 1996 (Principal Accounting Officer)

By: /s/ James B. O'Brien
------------------------------------
James B. O'Brien
Dated: March 25, 1996 President and Director

By: /s/ Raymond L. Vigil
------------------------------------
Raymond L. Vigil
Dated: March 25, 1996 Group Vice President and Director

By: /s/ Derek H. Burney
------------------------------------
Derek H. Burney
Dated: March 25, 1996 Director

41
<PAGE> 42
By:
------------------------------------
Robert E. Cole
Dated: Director

By: /s/ William E. Frenzel
------------------------------------
William E. Frenzel
Dated: March 25, 1996 Director

By: /s/ Donald L. Jacobs
------------------------------------
Donald L. Jacobs
Dated: March 25, 1996 Director

By: /s/ James J. Krejci
------------------------------------
James J. Krejci
Dated: March 25, 1996 Director

By: /s/ John A. MacDonald
------------------------------------
John A. MacDonald
Dated: March 25, 1996 Director

By:
------------------------------------
Raphael M. Solot
Dated: Director

By: /s/ Daniel E. Somers
------------------------------------
Daniel E. Somers
Dated: March 25, 1996 Director

By: /s/ Howard O. Thrall
------------------------------------
Howard O. Thrall
Dated: March 25, 1996 Director

By: /s/ Robert B. Zoellick
------------------------------------
Robert B. Zoellick
Dated: March 25, 1996 Director

42
<PAGE> 43

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Asset Purchase Agreement dated September 5, 1995 between Cable TV Joint Fund 11 and Jones Intercable,
Inc. relating to the Manitowoc System. (1)

4.1 Limited Partnership Agreements of Cable TV Funds 11-A, 11-B, 11-C and 11-D. (2)

10.1.1 Copy of a franchise and related documents thereto granting a community antenna television system
franchise for the City of Manitowoc, Wisconsin. (Joint Fund 11) (2)

27 Financial Data Schedule
- ----------

(1) Incorporated by reference from Registrant's Current Report on Form 8-K dated September 8, 1995.

(2) Incorporated by reference from Registrant's Report on Form 10-K for the fiscal year ended December 31,
1985.
</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,712,064
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 2,712,064
<TOTAL-LIABILITY-AND-EQUITY> 2,712,064
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 212,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 212,839
<INCOME-TAX> 0
<INCOME-CONTINUING> 212,839
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212,839
<EPS-PRIMARY> 4.21
<EPS-DILUTED> 4.21

</TABLE>